# Awake Cofounder Agreement

**Version 2.0 — Public Review Draft**<br>
California founder holding LLC + Delaware operating corporation<br>
Revised: 2026-09-19 — public review draft; not approved for signature<br>
Last legal review: Not recorded; independent counsel review required

> **Template — not legal advice.** This is a general educational template, not legal, tax, securities, employment, or accounting advice. Publishing or using it creates no attorney-client or advisory relationship. Laws and filing requirements vary and change. The materials are provided **as is**, without warranties. Engage qualified California and Delaware startup counsel and tax advisers before signing, issuing equity, transferring intellectual property, or relying on this document. Read the full [disclaimer](./DISCLAIMER.md).

## License

The template text is copyright © 2026 Amit Rathore and licensed under the [Creative Commons Attribution 4.0 International License](https://creativecommons.org/licenses/by/4.0/). The license covers the template text, not trademarks, logos, signatures, personal information, or third-party materials. See [`LICENSE.md`](./LICENSE.md) for scope and the required adaptation notice.

## Structure and completion status

This review draft assumes one combined two-tier structure: **[REQUIRED: VENTURE NAME] Cofounders LLC**, a California limited liability company, acts solely as the Original Cofounders’ governance and holding vehicle and holds their shared block of securities of **[REQUIRED: VENTURE NAME] Platform Corporation**, a Delaware corporation used for operations and fundraising. Later Participants ordinarily hold separately issued Company equity directly or through their own vehicles. They do not become LLC Members by receiving Company equity. This is not a choose-one California-or-Delaware form. The LLC is intended to be taxed as a partnership; the Company is intended to be taxed as a C corporation. Complete Schedules A–D and obtain the companion corporate documents before use.

Visible bracketed fields are intentional template fields and must be resolved before signature:

- `[REQUIRED: …]` must be completed.
- `[SELECT ONE: …]` requires a selection and deletion of the alternatives.
- `[OPTIONAL: …]` must be affirmatively retained or deleted.
- `[COUNSEL: …]` requires individualized legal or tax review.
- `[DRAFTING NOTE: …]` must be removed from a signing copy.

Use the separate [drafting and completion guide](./guide.md). A final signing copy must not contain unresolved brackets, examples, highlighting, or drafting instructions.

---

**Limited Liability Company Operating Agreement of**<br>
**[REQUIRED: VENTURE NAME] COFOUNDERS LLC**<br>
a California limited liability company (Cal. Corp. Code § 17701.01 et seq.), governing the Cofounders' interests in the Venture and in [REQUIRED: VENTURE NAME] Platform Corporation, a Delaware corporation

**Dated:** [REQUIRED: EFFECTIVE DATE]

## 1. Parties

This Awake Cofounder Agreement (the “Agreement”) is entered into on [REQUIRED: EFFECTIVE DATE] by and between:

(a) [REQUIRED: NAME OF COFOUNDER 1], residing at [REQUIRED: NOTICE ADDRESS] (the “Majority Cofounder”); and

(b) [REQUIRED: NAME OF COFOUNDER 2], residing at [REQUIRED: NOTICE ADDRESS] (the “Minority Cofounder”), each a “Member” or “Cofounder” and together the “Members” or “Cofounders”. The persons identified in paragraphs (a) and (b) are the “Original Cofounders.” An additional LLC Member may be admitted only under Clause 11.1 and must be recorded in Schedule A and execute a deed of adherence. A Later Participant under Clause 11.3 is not a Member solely by receiving Company equity or a cofounder title.

## 2. Recitals

**2.1** The Cofounders wish to come together to build and scale a new venture under the name [REQUIRED: VENTURE NAME] (the “Venture”), operated through the Company and any approved operating Group Entities, with the Original Cofounders’ shared equity held through [REQUIRED: VENTURE NAME] Cofounders LLC, a limited liability company organized or to be organized under the California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. (“RULLCA”) (the “LLC”). The Company is [REQUIRED: VENTURE NAME] Platform Corporation, incorporated or to be incorporated in Delaware.

**2.2** The Cofounders intend that this Agreement governs their equity, economic entitlements, governance rights, and obligations toward one another — both within the LLC and, through the LLC’s holding and exercise of securities, within every Group Entity — for the duration of the Venture, and that it may be changed only by mutual agreement as set out in Clause 17.

**2.3** The Cofounders specifically acknowledge that the Minority Cofounder is joining to help scale the Venture to a higher valuation, and that the protections in this Agreement — in particular Clauses 6, 7, 8, 9, 12 and 17 — exist so that no Member, regardless of the size of their Membership Interest, can unilaterally alter the equity, economic rights, or governance rights of any other Member, whether at the level of the LLC or of any Group Entity.

## 3. Definitions

“Capital Contribution” means the cash, property, intellectual property, or services contributed by a Member to the LLC, as recorded in Schedule A.

“Company” means [REQUIRED: VENTURE NAME] Platform Corporation, a Delaware corporation, and any successor to it.

“Fair Market Value” means the value of a Membership Interest determined by an independent valuer jointly appointed by the Members (or, failing agreement within 30 days, appointed under the dispute-resolution process in Clause 19), valuing the LLC — including the look-through value of all Group Entity Securities it holds — as a going concern without minority or marketability discounts.

“Founder Equity” means the Membership Interests held by the original Cofounders identified in Clause 1, and excludes interests issued to investors, advisors, employees, option holders, or other subsequent participants. References to a percentage of Founder Equity are measured against the total Membership Interests held by the original Cofounders, so that dilution caused by the admission of investors or other later participants does not, by itself, reduce a Cofounder’s percentage of Founder Equity.

“Group Entity” means the Company and any other entity in which the LLC holds securities directly or indirectly in connection with the Venture. For the anti-circumvention obligations in Clauses 6.6 and 9.5, a successor or other entity used by a Member to carry on, receive, or divert the Venture’s business, assets, or opportunities is also covered, whether or not the LLC then holds securities in it; this does not itself confer ownership or bind that entity.

“Group Entity Securities” means all shares, options, warrants, convertible instruments, and other securities of any Group Entity held by the LLC from time to time.

“Membership Interest” means a Member’s entire ownership interest in the LLC, including rights to profits, losses, distributions, and governance rights, expressed as a percentage in Schedule A, and including that Member’s indirect pro-rata interest in all Group Entity Securities.

“Original Founder Block” means the Group Entity Securities held by the LLC for the Members under this Agreement, including securities acquired in substitution, conversion, or exchange and their proceeds; it does not include properly approved separately held securities of Later Participants.

“Later Participant” means a person other than an Original Cofounder, and not acting as a nominee or controlled vehicle of one, admitted as a later founder, employee, adviser, or investor at Company level under Clause 11.3. A vehicle’s tax classification must be documented; its ownership does not itself establish QSBS eligibility.

“QSBS” means stock potentially eligible for treatment under Section 1202 of the Internal Revenue Code. Use of this term describes a planning objective, not a representation that any security or Member qualifies.

“Tax Coordinator” means the Member designated in Schedule C to coordinate records and professional advice under Clause 21, without authority to change protected rights or make a Member’s personal tax elections.

“Reserved Matters” means the matters listed in Schedule B (Part 1 for the LLC and Part 2 for Group Entities), which require the consent described in Clause 8.

“Supermajority Consent” means the prior written consent of Members holding at least [REQUIRED: SUPERMAJORITY THRESHOLD]% of the issued Membership Interests, which must include the written consent of the Minority Cofounder for any matter identified in Schedule B as requiring Minority Consent.

“Unanimous Consent” means the prior written consent of every Member.

## 4. The LLC and the Venture

**4.1** Name and Operating Assets. The Venture shall use [REQUIRED: VENTURE NAME] or another name approved under Schedule B. Operating trade names, brands, goodwill, contracts, and Venture IP shall be owned by the Company or an approved operating Group Entity, subject to Clause 14. No Member owns those assets individually merely by contributing to the Venture.

**4.2** Formation, Filings, and Principal Office. The Members shall cause Articles of Organization for the LLC to be filed, and thereafter maintained, with the California Secretary of State under RULLCA, shall designate and maintain an agent for service of process in California, shall file the initial and biennial Statements of Information when due, and shall pay when due the annual franchise tax and any limited liability company fee imposed under the California Revenue and Taxation Code. The principal office of the LLC shall be at [REQUIRED: CALIFORNIA PRINCIPAL OFFICE].

**4.3** Holding Purpose. The LLC shall hold, manage, vote, and exercise the Original Founder Block, administer this Agreement, and perform incidental holding-vehicle activities, including professional engagements and tax compliance. It shall not conduct the Venture’s customer-facing operations, employ its operating workforce, hold operating IP as a separate business, or assume operating guarantees without Unanimous Consent after legal and tax review. This restriction does not excuse mandatory filings or make the LLC exempt from taxes or other applicable law.

**4.4** Duration. The LLC continues for the duration of the Venture until dissolved in accordance with this Agreement and applicable law. This Agreement remains in force for so long as a Member holds a Membership Interest, unless changed by mutual agreement under Clause 17.

**4.5** Limited Liability. In accordance with Cal. Corp. Code § 17703.04, the debts, obligations, and other liabilities of the LLC, whether arising in contract, tort, or otherwise, are solely those of the LLC, and no Member is personally liable for them, or for the acts or omissions of any other Member, solely by reason of being or acting as a Member. Each Member remains responsible for their own wrongful acts and for any obligation they personally guarantee.

## 5. Capital Contributions and Equity

**5.1** Each Member shall provide the contribution and consideration recorded in Schedule A. The schedule shall identify the recipient entity, the property or services, legal ownership and tax treatment, and actual transfer date. Any IP contribution is subject to Clause 14. An agreed commercial value is not automatically fair market value or tax basis, and services alone do not establish stock issuance, tax ownership, or a QSBS holding period. Separate authorized LLC and Company issuance documents are required.

**5.2** The Membership Interests of the Members are as set out in Schedule A. Membership Interests determine each Member’s share of profits, losses, and distributions — including all economic value flowing from Group Entity Securities  — unless this Agreement expressly provides otherwise.

**5.3** No Mandatory Further Contributions. No Member is obliged to make any further Capital Contribution without their own written consent. A Member’s refusal to make a further contribution shall not, by itself, reduce that Member’s Membership Interest except through a new issuance carried out in full compliance with Clauses 6 and 8.

**5.4** Coordinated Implementation. Before the relevant services, contributions, or equity transfers begin, the Members shall approve the Schedule D closing checklist and obtain execution by each responsible entity or rights holder of the necessary implementing documents. Identify the formation, approvals, consideration, actual member tax ownership, issuance, assignment or license, ledger, and election steps, their responsible persons, and target dates. If material services or asset transfers begin before completion, a written interim arrangement signed by the affected persons and responsible entities must specify the interim scope, compensation or lawful alternative, IP treatment, issuance completion date, and remedies or permitted suspension if completion is delayed. It must not require unlawful unpaid work, backdate a transfer, imply an unapproved issuance, or authorize withholding company credentials or existing lawful access. Noncompletion preserves accrued contractual and statutory remedies; it does not create or forfeit equity by implication. Counsel shall reconcile the interim arrangement with Clause 14 before signing so title and transfer timing are explicit.

## 6. Equity Protection and Anti-Dilution

**6.1** No Unilateral Change to Equity. No Member’s Membership Interest, profit share, distribution rights, or governance rights may be reduced, cancelled, reallocated, subordinated, or otherwise adversely altered without that Member’s prior written consent — whether by action taken within the LLC or by action taken in or through any Group Entity. Any purported change made without such consent is void and of no effect as between the Members.

**6.2** New Issuances. The creation or issuance of any new Membership Interest (including to a new partner, investor, employee, or advisor) is a Reserved Matter. Any permitted issuance shall dilute all Members pro rata to their then-current Membership Interests, unless every affected Member consents in writing to a different treatment.

**6.3** Pre-emptive Rights. Before any new Membership Interest is issued, each existing Member has the right (but not the obligation) to subscribe for their pro-rata share of the new interest on the same terms, exercisable within [REQUIRED: 30 OR OTHER] days of written notice setting out the price and terms.

**6.4** Equal Treatment. Any issuance, repurchase, redemption, distribution, or restructuring must treat all Members of the same class identically on a per-percentage basis. The LLC shall not repurchase or redeem any interest from one Member without offering the same terms pro rata to all Members, except vesting repurchases expressly agreed under Clause 6.5, buyouts expressly permitted under Clauses 12, 13, or 16, and mandatory withholding or reconciliations under Clauses 7.4–7.5.

**6.5** Vesting (complete the election with counsel). If the Members elect vesting, each Member’s Membership Interest vests as set out in Schedule A. Unvested interests of a departing Member may be repurchased at the lower of cost and Fair Market Value; vested interests may only ever be repurchased at Fair Market Value and only in the circumstances expressly permitted by this Agreement. Schedule A must affirmatively select no vesting or state the complete vesting and repurchase terms; no vesting or acceleration schedule takes effect by default. Before issuance, counsel and the tax preparer shall document in Schedule D the relevant property transfer, partner-status and ownership analysis, consideration, and any Section 83(b) or other election at each relevant level. No retroactive document date or assumed election may substitute for actual compliance. Before implementing forfeiture or repurchase, obtain the review required by Clause 21.4.

**6.6** Separate Economics and Circumvention. Neither Original Cofounder may acquire or arrange venture shares, options, convertible rights, carried interests, revenue participation, or other venture economics outside the Original Founder Block, personally or through a nominee, family member, or controlled vehicle, without Unanimous Consent specifying the terms and their effect on the other Members. The same approval is required for a diversion to a successor or affiliated business. This does not prohibit compensation expressly approved under Clause 7.3, reimbursement of documented authorized expenses, or a transfer complying with Clause 12.5. Later Participant permissions do not create an exception for an Original Cofounder.

**6.7** Optional Milestone Awards. Base founder interests and any additional milestone award shall be separately identified in Schedule A. A milestone award requires a fully completed award record, the approvals required by this Agreement, and implementing issuer documents. An incomplete proposal creates no milestone award or additional forfeiture condition on an existing interest; it does not cancel a previously valid award. A milestone percentage must identify its denominator, actual instrument, issuer, recipient, maximum quantity, achievement conditions, and any subsequent service vesting. No new roadmap, estimate, or unilateral acceptance instruction may enlarge an approved equity condition. Changes require the affected Member’s written consent and all other applicable approvals. Apply Clause 21 before an award, ownership increase, forfeiture, or repurchase; economic achievement does not itself establish tax ownership of an earlier stock lot.

**6.8** Milestone Acceptance and Disputes. Each completed award record shall state objective criteria, evidence, submission and response deadlines, funding and staffing commitments, external dependencies, and the selected treatment of delay, partial achievement, termination, and acquisition. The appointed reviewer shall act reasonably and in good faith and give specific written reasons for rejection. Silence neither certifies achievement nor authorizes forfeiture. A timely disputed submission shall be referred promptly to a jointly selected independent expert with relevant expertise; if selection is not agreed within 10 business days of written referral, use the appointment process under Clause 19. The expert determines factual compliance with the agreed criteria, dependency events, and achievement date, subject to review for fraud, material conflict, or manifest error and mandatory law. The expert cannot rewrite terms, create an award, supply missing consent, or change protected economics. Legal and contractual interpretation disputes remain under Clause 19. Preserve the disputed portion pending determination; administer undisputed portions. Correct vesting credit to the factual achievement date under the agreed terms without backdating an actual issuance, and apply subsequent service conditions as expressly selected. The relevant issuer must adopt this process in its award documents.

## 7. Profits, Losses, and Distributions

**7.1** Economic and Tax Allocations. Economic profits and losses shall follow the Membership Interests, subject to the expressly agreed terms. Tax allocations and capital accounts shall be maintained under applicable partnership tax law, including Sections 704(b), 704(c), and 706 where relevant. Required tax allocations, contributed-property differences, or differing QSBS eligibility do not themselves change contractual ownership, voting rights, or distribution entitlements. Before any noncash contribution, non-pro-rata economic arrangement, or ownership change, the tax preparer shall identify necessary allocation and capital-account provisions for approval under Clause 17; no preparer may amend the bargain by bookkeeping entry.

**7.2** Distributions. Subject to lawful-distribution limits, documented reasonable reserves, Clause 7.4, and mandatory withholding under Clause 7.5, distributions shall be made at the times and in the amounts approved under Clause 8 and pro rata to Membership Interests. No discretionary distribution may favor one Member without the consents required by Clauses 6 and 17. Corporate distributions to the LLC remain subject to Company approvals and law; this Agreement does not itself compel the Company to declare a dividend.

**7.3** Remuneration. Any salary, drawing, management fee, bonus, or other compensation paid to a Member by the LLC or by any Group Entity (beyond pro-rata distributions and arm’s-length employment compensation approved under Schedule B) must be approved as a Reserved Matter and recorded in writing. This prevents a majority Member from extracting value through compensation in place of distributions.

**7.4** Pro Rata Tax Advances. The LLC shall make quarterly cash tax advances, to the extent lawfully available after documented reasonable reserves, under the following common methodology. The independent tax preparer shall calculate cumulative assumed federal and California tax attributable to the LLC’s year-to-date income and gains using a common set of the highest marginal individual rates applicable to each income category, including net investment income tax where applicable, and taking account of state nonconformity. A federal QSBS exclusion may reduce the common calculation only to the extent the preparer reasonably supports its availability to every Member for the relevant gain. Personal deductions, credits, residency differences, and unrelated losses shall not produce individualized payments. This is a common cash-planning convention and not any Member’s return calculation.

(a) The aggregate additional advance equals the positive excess of that cumulative assumed tax over prior cash distributions and tax advances for that year, including amounts treated as distributions under Clause 7.5. Pay that aggregate amount pro rata to the Membership Interests applicable to the distribution. The preparer shall deliver the calculation at least 15 days before the applicable individual estimated-tax due date; payment shall be made at least five business days before that date when lawfully available. Reasonable estimates may be used and later reconciled. The Tax Coordinator shall promptly disclose any expected shortfall and the cash and reserve calculation; unpaid targets are reviewed each quarter and are not guaranteed funding obligations.

(b) The preparer shall reconcile estimates within 90 days after year end and when final tax information materially changes them. A positive shortfall is paid on the same basis when lawfully available. Excess advances reduce later amounts otherwise distributable to the same Member and are not additional economics; absent an unlawful distribution or a separately agreed obligation, they create no personal repayment obligation. Record all advances and offsets so they are counted only once. Before an ownership change or final liquidation, approve a settlement statement under the otherwise applicable consent requirements to preserve the agreed economics and prevent double crediting.

(c) The Members authorize payments calculated under this clause without a new discretionary distribution vote. Establishing or materially increasing reserves, changing the common methodology, or making a non-pro-rata adjustment requires Unanimous Consent; mandatory legal limits still apply without a vote. No Member is guaranteed cash equal to their actual tax, and no individual tax gross-up or cross-subsidy is created. The Tax Coordinator shall retain the preparer’s common rate, income-category, exclusion, reserve, and reconciliation records in Schedule D’s supporting file.

**7.5** Mandatory Withholding. Amounts that applicable law requires the LLC to withhold or pay specifically on behalf of a Member shall be treated as distributed to that Member and credited against that Member’s entitlement. Corresponding cash payments to other Members shall preserve pro rata total economic distributions to the extent legally and financially possible; any shortfall is recorded and reconciled before further discretionary distributions. This administrative treatment is not authority to adopt an elective entity-level tax or alter economic rights without the required approvals.

## 8. Governance and Decision-Making

**8.1** Day-to-Day Matters. The LLC is member-managed. Decisions in the ordinary course of business may be taken by the Member(s) designated in Schedule C or by Members holding a simple majority of the issued Membership Interests, acting in good faith and consistently with the approved budget and business plan.

**8.2** Reserved Matters. Notwithstanding Clause 8.1, none of the Reserved Matters listed in Schedule B may be undertaken — whether by the LLC directly or through the exercise (or deliberate non-exercise) of rights attaching to Group Entity Securities —without the consent level specified in Schedule B (Unanimous Consent, or Supermajority Consent including Minority Consent). This Clause 8.2 is the principal protection ensuring no Member can unilaterally affect the equity or rights of another Member.

**8.3** Information Rights. Every Member is entitled to: (a) monthly management accounts of the LLC and each Group Entity within [REQUIRED: 15 OR OTHER] days of month end; (b) annual financial statements; (c) reasonable access during business hours to the books, records, contracts, bank statements, cap-table records, and stock ledgers of the LLC and each Group Entity (to the extent within the LLC’s control); and (d) prompt notice of any material event, litigation, or proposed Reserved Matter. These rights may not be reduced without the consent of the Member concerned.

**8.4** Meetings. Any Member may convene a Members’ meeting on [REQUIRED: 7 OR OTHER] days’ written notice. Quorum requires every Member (or their proxy); if quorum fails twice, the adjourned meeting may proceed with the Members present, but no Reserved Matter may be decided without the consents required by Schedule B.

**8.5** Filing Responsibility. The Members named in Schedule C shall serve as the Members responsible for statutory filings and compliance of the LLC. Appointment and removal of such a Member is a Reserved Matter. Serving in that capacity confers no additional equity or voting power, and does not make the LLC manager-managed.

**8.6** Good Faith and Fiduciary Duty. Each Member owes the LLC and the other Members duties of good faith, loyalty, and full disclosure  — which supplement, and do not replace, the fiduciary duties and the contractual obligation of good faith and fair dealing under Cal. Corp. Code § 17704.09, which under RULLCA may be shaped but not eliminated — and shall not use majority position, control of bank accounts, control of registrations, or any office held in a Group Entity to disadvantage any other Member.

## 9. Group Entities and the Company

**9.1** Structure. The Venture is conducted through a two-tier structure: this LLC is the Cofounders’ governance and holding vehicle, and the Company ([REQUIRED: VENTURE NAME] Platform Corporation, a Delaware corporation) is the principal operating and fundraising vehicle. The internal corporate affairs of the Company are governed by Delaware law; this Agreement governs how the LLC and the Members exercise their own rights in respect of the Company and every other Group Entity.

**9.2** Original Founder Block. All venture securities acquired for or by the Original Cofounders shall be issued to and held of record by the LLC, unless Unanimous Consent expressly approves an exception under Clause 6.6 or Clause 12.8. Approved Later Participants may hold separately issued securities directly or through their disclosed vehicles under Clause 11.3. Such holdings do not confer LLC membership or permit an Original Cofounder to hold outside the block. Any exception for an Original Cofounder requires equivalent protective corporate agreements to take effect before the transfer or issuance.

**9.3** Exercise of Securities Is a Reserved Matter. Any vote, written consent, waiver, election, conversion, exercise, or transfer of, or other action or deliberate omission in respect of, Group Entity Securities concerning any matter listed in Schedule B Part 2 requires the consent specified there. No Member, officer, or agent of the LLC may sign, vote, or deliver any such instrument on behalf of the LLC without that consent, and any instrument signed in breach is unauthorized.

**9.4** Minority Cofounder Board Seat. The Minority Cofounder shall be entitled to designate one director to the board of the Company for so long as the Minority Cofounder holds at least [REQUIRED: BOARD-RIGHT THRESHOLD]% of the outstanding Founder Equity. The LLC shall vote and exercise its Group Entity Securities, and the Members shall take all actions reasonably within their power, to cause that nominee’s election and to oppose that nominee’s removal other than for cause. This nomination right may not be reduced without the Minority Cofounder’s written consent. Because it is measured against Founder Equity rather than fully-diluted equity, ordinary dilution from admitting investors or other later participants does not, by itself, terminate this right.

**9.5** No Circumvention. No Member shall use any position as a director, officer, employee, or advisor of any Group Entity to accomplish indirectly anything this Agreement prohibits the Members from doing directly (including diluting, diminishing, or restructuring another Member’s direct or indirect interest). If a conflict arises between this Agreement and the organizational documents of any Group Entity, then, as between the Members and to the maximum extent lawful, this Agreement prevails, and the Members shall exercise all rights within their power (including voting the Group Entity Securities) to amend the conflicting documents or otherwise give effect to this Agreement. The Members acknowledge that directors of the Company owe fiduciary duties under Delaware law and nothing in this Agreement requires any director to breach those duties; where such duties prevent an action, the Members shall implement the intent of this Agreement by lawful alternative means.

**9.6** Look-Through Economics and Exits. Amounts received by the LLC in respect of Group Entity Securities shall be applied to lawful obligations and approved reserves and distributed under Clause 7, including reconciliation of prior tax advances. Transfers of Group Entity Securities are subject to Clause 12 as applicable to the asset and transaction, with Member-level economic participation reflected in the LLC proceeds. A sale by the LLC of corporate stock and a sale by Members of LLC interests are distinct transactions for tax purposes; use Clause 12.7 before choosing the form.

**9.7** Implementation at Company Level. Before initial Company stock issuance, the Members shall obtain the legal and tax review required by Clause 21 and cause appropriate charter, bylaw, stockholders’, voting, and equity-issuance documents to implement the protected consent rights, board nomination, information access, transfer safeguards, and anti-circumvention obligations of this Agreement to the extent lawful. Record these documents in Schedule D. Before later issuances or financing, require appropriate Company and new-holder execution or joinders and confirm continued protection. Persons who have not agreed are not bound merely by this Agreement. Corporate powers, mandatory law, and directors’ duties must be respected; an internal LLC restriction is not a substitute for necessary corporate provisions.

## 10. Roles, Responsibilities, and Commitment

**10.1** Each Member’s role, title, and expected time commitment — in the LLC and in any Group Entity — are set out in Schedule C. Changes to a Member’s own role require that Member’s consent.

**10.2** No Removal Without Cause. A Member may be removed from their operational role (in the LLC or in any Group Entity, to the extent within the Members’ control) only for Cause, meaning: fraud; material and persistent breach of this Agreement unremedied [REQUIRED: 30 OR OTHER] days after written notice; conviction of a serious criminal offence; or sustained incapacity exceeding [REQUIRED: 6 OR OTHER] months. Removal for Cause requires the affirmative vote of all other Members and does not, by itself, divest the removed Member of any vested Membership Interest, which remains subject to Clause 13.

**10.3** Service Terms and Authority. Schedule C and coordinated entity service agreements shall expressly state duties, time commitment, availability, reporting, delegated spending and hiring authority, compensation and commencement, benefits and expenses, resources, and permitted outside activities. A blank does not mean unpaid service, unlimited availability, or authority to bind an entity. Any selection of no cash compensation or deferred compensation is subject to mandatory employment, wage, tax, and other law and must identify the lawful arrangement and responsible entity. No schedule waives nonwaivable rights. Material changes to a Member’s role or protected rights require the consents already specified in this Agreement.

**10.4** Operational Departure and Optional Benefits. Service cessation does not itself cancel vested ownership or information rights or create a new buyout right. Clauses 6, 12, 13, and 16 continue to govern their express vesting and exit events. Schedule C must expressly select no additional contractual severance or complete severance terms; Schedule A must expressly select no acceleration or complete acceleration terms, including the treatment of termination, any defined Good Reason, death, disability, and acquisition. A remedy for a prohibited removal does not authorize that removal. No incomplete selection creates an optional benefit or forfeiture; statutory rights and remedies for breach remain available.

**10.5** Companion Documents. Members shall cause the responsible entities to execute service and equity documents consistent with the protected founder bargain, within their lawful authority and subject to directors’ duties. A service document, later financing form, or entire-agreement clause shall not amend this Agreement between the Members without Clause 17 consent. Identify the implementing instruments and any expressly approved amendment in Schedule D. Do not represent an unsigned entity as bound or displace mandatory corporate powers.

## 11. Admission of New Members and Investors

**11.1** LLC Admissions. Admission of any new Member, investor, or holder of an economic or governance interest in the LLC requires Unanimous Consent, updated Schedules A and D, a deed of adherence, and advance tax review of existing stock lots and ownership changes. Company-level participation is governed separately by Clause 11.3 and does not automatically admit anyone to the LLC.

**11.2** Any new Member must execute a deed of adherence agreeing to be bound by this Agreement before acquiring any interest.

**11.3** Later Participants. The default is for a Later Participant to receive separately issued Company securities directly or through a disclosed personal holding vehicle, subject to the issuance approvals in Schedule B, securities compliance, and appropriate corporate agreements and joinders under Clause 9.7. Each proposal shall identify the recipient and beneficial owner, consideration, vesting, tax classification of any vehicle, effect on the Original Founder Block, and whether QSBS is intended for that issuance. Buying outstanding shares is not equivalent to original issuance. Admission into the LLC instead requires a separate unanimous decision under Clause 11.1. No issuance approval waives an affected Member’s protected rights.

**11.4** Consent to Financing Not Unreasonably Withheld. No Member shall unreasonably withhold, condition, or delay consent to a bona fide third-party financing (whether at the LLC or Company level) that is reasonably necessary for the Venture’s operations or growth and that does not disproportionately or adversely affect such Member relative to the other Members. This Clause does not require any Member to consent to a financing on terms that are commercially unreasonable in light of prevailing market conditions, that disproportionately dilutes or burdens one Member, that materially impairs a Member’s rights under this Agreement, or that contains unreasonable terms; and in all cases dilution shall be borne pro rata under Clause 6.2, and no Member’s rights under this Agreement may be stripped, reduced, or subordinated without that Member’s written consent.

## 12. Transfers of Membership Interests

**12.1** Lock-In. No Member may transfer, pledge, or encumber any Membership Interest except as permitted by this Clause 12. The same restrictions apply, mutatis mutandis, to any transfer by the LLC of Group Entity Securities (see Clause 9.6).

**12.2** Right of First Refusal. A Member wishing to sell must first offer the interest to the other Members pro rata, on the same terms as the proposed third-party sale, by written notice. The other Members have [REQUIRED: 30 OR OTHER] days to accept.

**12.3** Tag-Along (Minority Protection). If any Member (alone or together with affiliates) proposes to sell Membership Interests representing more than [REQUIRED: TAG-ALONG THRESHOLD]% of the LLC to a third party  — or if the LLC proposes to sell more than [REQUIRED: TAG-ALONG THRESHOLD]% of the Group Entity Securities of the Company —every other Member has the right to participate pro rata in the sale at the same price per percentage point (or per share) and on the same terms. The proposed sale may not complete unless the buyer purchases the tagging Members’ interests accordingly.

**12.4** Drag-Along (with Safeguards). Members holding at least [REQUIRED: SUPERMAJORITY THRESHOLD]% of the issued Membership Interests may require all Members to join a sale of 100% of the LLC or of the Company, provided that: (a) all Members receive the same price per percentage point (or per share) and the same terms; (b) the price is supported by a Fair Market Value opinion from an independent valuer; (c) no Member is required to give indemnities beyond several (not joint) liability capped at their own proceeds; and (d) the buyer is not an affiliate of any dragging Member.

**12.5** Permitted Transfers. A Member may transfer to a family trust or wholly owned holding entity that executes a deed of adherence, provided the transferring Member remains responsible for the transferee’s obligations, gives at least 15 days’ prior written notice identifying legal and tax ownership, and obtains written advice on the consequences for existing QSBS and other Members. Admission as a Member and transfer of personal governance rights require the approvals and express treatment required by this Agreement and law; an economic assignment alone does not confer them. Any adverse change to another Member’s protected rights requires that Member’s written consent. A permitted transfer is not a tax safe harbor, and the original Member’s responsibility does not establish continuous tax ownership by itself.

**12.6** Any transfer in breach of this Clause 12 is void, and the LLC shall not register it.

**12.7** Transaction Tax Review. Before binding approval of a sale, drag, buyout, redemption, or restructuring under Clauses 12, 13, or 16, the Tax Coordinator shall obtain and provide to all affected Members a written comparison of reasonably available structures, including corporate stock sale, LLC-interest sale, and asset sale where relevant. Address entity and Member taxes, QSBS holding periods and cap limitations, California treatment, withholding, installment timing, applicable Section 1045 alternatives, and transaction costs. Use reasonable disclosed assumptions if personal information is unavailable; each Member may obtain separate advice. The proposing party shall allow at least 10 business days for review unless every affected Member agrees in writing to a shorter period. The comparison does not guarantee tax results, equalize after-tax proceeds, waive consent rights, or require rejection of a superior commercial offer solely to preserve QSBS.

**12.8** Distribution of Underlying Shares. Any distribution in kind of Group Entity Securities requires Unanimous Consent, advance written tax analysis (including Section 1202(h) and other applicable distribution rules), satisfaction of lawful-distribution limits, valuation and allocation records, and simultaneous implementation of equivalent protected corporate rights and necessary transfer consents. Distribute proportionally in accordance with agreed economics unless every affected Member expressly agrees otherwise. No Member may demand an individual stock distribution or use a distribution to evade the Original Founder Block restrictions. Tax review alone does not authorize a distribution or guarantee preservation of eligibility.

## 13. Departure, Buyout, and Valuation

**13.1** Voluntary Exit. Any proposed exercise and completion of the buyout option is subject to Clause 12.7. A Member may resign from active involvement on [REQUIRED: 90 OR OTHER] days’ written notice. The remaining Members (or the LLC) shall have the option, exercisable within [REQUIRED: 60 OR OTHER] days, to purchase the departing Member’s vested Membership Interest at Fair Market Value, payable in up to [REQUIRED: 12 OR OTHER] equal monthly instalments. If the option is not exercised, the departing Member remains a non-operational Member with full economic and information rights.

**13.2** Death or Incapacity. On death or permanent incapacity, the Member’s vested interest passes to their estate or nominee, subject to the same buyout option at Fair Market Value.

**13.3** No Forced Buyout. Except as expressly provided in this Agreement, no Member may be compelled to sell their Membership Interest, and no Member’s interest may be diluted, forfeited, or cancelled as a penalty.

**13.4** Valuation Floor for Minority Interests. In every buyout under this Agreement, Fair Market Value is determined on a whole-enterprise basis — including the value of all Group Entity Securities — multiplied by the Member’s percentage, with no minority discount and no marketability discount.

## 14. Intellectual Property

**14.1** Venture IP. Subject to disclosed Background IP, third-party rights, and mandatory law, each Member hereby assigns to the Company, if formed, all transferable intellectual property created by that Member for the Venture, and shall execute separate confirmatory and invention-assignment documents needed to perfect title. If the Company is not yet formed, each Member shall preserve the rights, grant no conflicting rights, and execute an assignment promptly upon formation and before material exploitation, financing, or stock issuance relying on that IP. This clause does not purport to transfer title to a nonexistent entity. Assignment to another operating Group Entity requires the applicable Reserved Matter approvals and documented equivalent protections. Assignment to the holding LLC or an onward transfer requires Unanimous Consent after tax and legal review and is not the default. Schedule A shall distinguish IP delivered to the Company from property actually contributed to the LLC; no duplicate contribution or tax basis may be assumed.

**14.2** Background IP and Third-Party Rights. Disclosed Background IP remains with its actual owner; a blank schedule is not a representation that no such property exists. Before incorporating retained or third-party material, Schedule A must identify the owner, material, permitted use, restrictions, and an executed license adequate for the Company’s intended operation, financing, and exit. Expressly address duration, sublicensing, assignment, change of control, source access where needed, fees, termination, and continuity after a founder’s departure. This Agreement does not grant an unspecified blanket license, assign an affiliate’s property without authority, or waive statutory invention exclusions. Members shall disclose known conflicts promptly and procure rights from the actual owner before use; identify open-source, data, model, and other dependencies rather than claiming ownership of them.

**14.3** Dissolution of the LLC does not itself transfer or distribute Company-owned IP. If the LLC exceptionally holds IP and is dissolved without a sale, Venture IP held by the LLC shall be dealt with as the Members unanimously agree, failing which it shall be sold and proceeds distributed pro rata.

**14.4** Records, Access, and Existing Assets. Maintain an inventory of contributors, assignments, licenses, and material dependencies. Venture-specific systems, repositories, domains, and recovery arrangements shall be company-controlled with appropriate authorized access and security; no Member may use exclusive credentials as leverage in a dispute. Transfers or licenses from a predecessor business require documented title, encumbrances, consents, consideration, and assumed obligations, approved under Schedule B. A newly formed corporation does not itself transfer assets or extinguish existing claims. Preserve statutory invention exclusions and protected disclosures in the companion documents.

## 15. Confidentiality, Loyalty, and Trade Secrets

**15.1** Each Member shall keep confidential all non-public information of the LLC and every Group Entity, during the Venture and for [REQUIRED: 3 OR OTHER] years after ceasing to be a Member.

**15.2** Loyalty and Trade Secrets. While a Member, each Member shall comply with the applicable statutory and contractual duties of loyalty and shall not divert Venture opportunities or engage in conflicting activities without the informed consent required by law and this Agreement. No Member may misappropriate trade secrets of the LLC or a Group Entity, including by using them to solicit employees, contractors, customers, or suppliers. This clause does not impose a general post-termination noncompetition or nonsolicitation restriction. Any proposed statutory sale-of-business or LLC-exit restraint must be separately drafted, factually supported, and approved with counsel under current California law; the existence of a holding LLC does not itself establish an exception to Business and Professions Code Section 16600.

## 16. Deadlock

**16.1** A Deadlock arises when a Reserved Matter is proposed and the required consent is not obtained at two consecutive meetings held at least [REQUIRED: 14 OR OTHER] days apart.

**16.2** Following unsuccessful good-faith negotiation between principals for [REQUIRED: 14 OR OTHER] days and mediation under Clause 19, a Deadlock shall be resolved as follows:

(a) Existential matters. A Deadlock involving a proposed sale of the Venture, merger, dissolution, recapitalization, or financing reasonably necessary to avoid imminent insolvency or cessation of operations (as determined by the independent expert under paragraph (f) if disputed) shall be resolved through the buy-sell process in paragraphs (b)–(e).

(b) Any Member (the “Initiating Member”) may issue a written buy-sell notice specifying a single price per one percent (1%) of Membership Interest for all Membership Interests.

(c) Each receiving Member may elect, within [REQUIRED: 30 OR OTHER] days, either (i) to purchase the Initiating Member’s Membership Interest at that price, or (ii) to sell their own Membership Interest to the Initiating Member at that price. If more than one Member elects to buy, they purchase pro rata.

(d) Minority safeguards on the buy-sell. Notwithstanding paragraphs (b)–(c): (i) the price per one percent specified in any buy-sell notice shall not be less than Fair Market Value per one percent as determined under Clause 13.4, so the mechanism cannot be used to acquire a Member’s interest below independently-valued worth; (ii) a Member required to sell may elect to receive the purchase price in up to [REQUIRED: 12 OR OTHER] equal monthly instalments on the terms of Clause 13.1; and (iii) the buy-sell process may not be invoked where the underlying matter can instead be resolved by a Fair Market Value exit under Clauses 12 or 13 that all Members are willing to pursue. These safeguards preserve the Minority Cofounder’s protection against a forced sale below fair value under Clause 13.3.

(e) Completion shall occur within [REQUIRED: 60 OR OTHER] days of the receiving Member’s election (subject to any instalment terms elected).

(f) Expert Scope. An independent expert, jointly appointed by the Members or, failing agreement within [REQUIRED: 10 OR OTHER] days, appointed through Clause 19, may determine valuation, accounting, or other factual questions expressly referred under this Agreement. The expert shall not supply missing consent, approve a Reserved Matter, amend this Agreement, waive minority rights, or compel an otherwise unauthorized transaction. A factual determination within the referral is binding subject to mandatory law; an unresolved approval remains withheld unless resolved through an expressly authorized process. The buy-sell provisions above remain subject to their safeguards and Clause 12.7; they do not amend protected rights by implication.

(g) Pending resolution under this Clause, the status quo remains in effect and no Member may take unilateral action on the deadlocked matter, whether in the LLC or through any Group Entity.

## 17. Amendments — Mutual Agreement Only

**17.1** Unanimous Written Amendment. This Agreement and Schedules A–D (subject only to administrative record updates under Clause 17.4) may be amended, varied, waived, or terminated only by a written instrument signed by every Member. No majority of Members, however large, may amend this Agreement or the operative terms of any Schedule without the signature of each Member.

**17.2** Any resolution, side agreement, statutory filing of the LLC, or amendment to the organizational documents of the LLC or of any Group Entity that conflicts with this Agreement is, as between the Members, ineffective to the extent of the conflict, and the Members shall exercise their rights to give effect to this Agreement.

**17.3** No waiver of any right under this Agreement is effective unless in writing and signed by the Member waiving it, and applies only to the specific instance.

**17.4** Administrative Records. Updating Schedule D to accurately record already authorized events, calculations, or supporting documents is an administrative act by the Tax Coordinator, who shall provide the update promptly to all Members and preserve prior versions. A record correction cannot authorize a transaction, change rights or economic interests, select a tax election, or replace an amendment requiring Clause 17.1 consent. Disputes about factual entries are resolved under Clause 19 without suspending undisputed filing duties.

## 18. Representations and Warranties

**18.1** Each Member represents that they have full capacity and authority to enter this Agreement; that doing so breaches no other obligation binding on them; and that Schedule A accurately identifies, to their knowledge after reasonable inquiry, the ownership, known encumbrances, and usage restrictions of material they propose to contribute or license. Each Member represents that they have authority for their own proposed transfer or license; third-party or affiliate rights require the actual owner’s authorization under Clause 14.2. Listing licensed material does not represent personal ownership.

## 19. Governing Law and Dispute Resolution

**19.1** This Agreement and the internal affairs of the LLC are governed by the laws of the State of California (including RULLCA), without regard to conflict-of-laws rules. The Members acknowledge that the internal corporate affairs of the Company are governed by the laws of the State of Delaware.

**19.2** Disputes shall be resolved by: (a) good-faith negotiation for [REQUIRED: 21 OR OTHER] days; failing which (b) mediation administered by [REQUIRED: MEDIATION PROVIDER]; failing which (c) binding arbitration seated in [SELECT ONE: LOS ANGELES / SAN FRANCISCO / SAN DIEGO], California under the rules of [REQUIRED: ARBITRAL INSTITUTION AND RULES], by a sole arbitrator jointly appointed (or appointed by the institution if the Members cannot agree). Nothing prevents a Member seeking urgent injunctive relief from a court, including to restrain a breach of Clauses 6, 8, 9, 12, or 17.

## 20. General Provisions

**20.1** Entire Agreement. This Agreement and its completed Schedules are the entire agreement between the Members regarding its subject matter and supersede prior discussions on that subject. Coordinated written service, issuance, IP, and interim instruments identified in Schedule D remain effective on their respective subjects and must be reconciled before signing. Completed prior assignments are not rescinded by this clause. No companion instrument amends protected Member rights without the approvals under Clause 17; mandatory law and actual entity execution remain controlling as provided in Clauses 9.7 and 10.5.

**20.2** Notices. Notices must be in writing, delivered by hand, courier, or email (with confirmation of receipt) to the addresses in Schedule A.

**20.3** Severability. If any provision is unenforceable, it shall be modified to the minimum extent necessary, and the remainder remains in force.

**20.4** Survival. Clauses 6 (to the extent of accrued rights), 7 (for outstanding reconciliations), 9.6, 14, 15, 17, 19, 20, and 21 (for records, reporting, and accrued obligations) survive a Member ceasing to be a Member and any termination of this Agreement.

**20.5** Counterparts. This Agreement may be signed in counterparts, including by electronic signature.

## 21. Tax Classification, QSBS, and Records

**21.1** Intended Classification. While it has at least two tax owners, the LLC shall be treated as a partnership for federal income-tax purposes and applicable conforming state purposes. The Company shall be treated as a domestic C corporation. No Member or agent may elect corporate taxation for the LLC, S-corporation status for the Company, or another classification change without Unanimous Consent after written tax advice. A proposed transaction leaving one tax owner, merger, conversion, or deemed termination must be reviewed before commitment. This covenant does not prevent a classification change imposed by law; notify all Members promptly and assess consequences.

**21.2** Reasonable Efforts; No Guarantee. The Members shall use reasonable efforts within their lawful authority to obtain and preserve potential QSBS treatment for intended qualifying stock, consistent with approved business decisions and fiduciary duties. Neither this Agreement nor a Company certificate guarantees eligibility, an exclusion amount, or a holding period. LLC membership interests are not themselves QSBS. Later membership, increased percentages, gifts of LLC interests, and corporate stock distributions require their own analysis. No Member may backdate issuance, conceal disqualifying facts, or direct unsupported tax reporting.

**21.3** Issuance and Annual File. Before each intended qualifying issuance, the Tax Coordinator shall obtain advice on original issuance, consideration, issuer classification, gross assets before and immediately after issuance, predecessors and controlled groups, business eligibility, and relevant repurchases. Record actual LLC ownership at each acquisition, vesting and partner status, and potential election deadlines in Schedule D. Obtain Company cooperation through Clause 9.7. Within 90 days after each year end, assemble an updated file addressing active-business use, working capital and investments, classifications, stock lots, ownership changes, redemptions, and known eligibility issues. Identify unsupported items expressly and notify Members promptly of material adverse information. Deliver K-1s and required information by applicable deadlines, with advance notice of extensions and reasonable estimated information when available.

**21.4** Review Triggers and Approval. Obtain written tax review before implementing repurchases or forfeitures, changes to membership economics or vesting, family/entity transfers, stock contributions or distributions, conversions, recapitalizations, mergers, hedges involving Company stock, or material changes in operating activities or passive holdings that could affect eligibility. The review shall identify potential effects on each stock lot and affected Members. Apply Schedule B and all other required consents; advice is not approval. Disclose foreseeable urgent timing in advance; only the Members entitled to consent may agree to shorten contractual review periods, and statutory deadlines cannot be extended by agreement.

**21.5** Elections and Personal Information. Schedule C identifies the Tax Coordinator and independent tax preparer. Before a restricted-property transfer, they shall arrange advice identifying the person responsible for each potential Section 83(b) election, the relevant property, deadline, recipients of copies, and proof of filing. The taxpayer remains responsible for deciding and timely filing their personal election; an LLC-interest election is not an election on underlying stock. Each Member shall supply reasonably necessary tax-ownership and transaction information to the preparer, including relevant prior issuer-level exclusions, subject to confidentiality. Personal returns and sensitive personal details need not be circulated to other Members; disclose only necessary conclusions and assumptions. The coordinator shall keep a deadline and evidence register and alert the responsible person, without authority to sign personal elections absent lawful express authorization.

**21.6** Capital Accounts, Elections, and Audit Procedure. The preparer shall maintain book capital accounts and tax basis records separately and propose any required additional partnership allocation provisions before affected transactions. Designation or replacement of a partnership representative, a Section 754 election, elective entity-level state tax, audit settlement, or material tax election affecting Members requires Unanimous Consent, except timely ministerial filings consistent with prior approvals. A lawfully appointed partnership representative shall keep Members informed and seek the contractual approvals before discretionary action; these internal limits do not restrict the representative’s statutory authority against taxing authorities. Schedule D shall record the representative, applicable election decisions, audit-notice contacts, and professional advice. No Member is required by this clause alone to restore a deficit capital account or make an additional contribution.

**21.7** Retention and Access. Retain issuance, ownership, election, basis, and eligibility records throughout ownership and at least seven years after the final relevant disposition or longer while an applicable limitation period or dispute remains open. Members and former Members shall receive reasonable access to records needed for their attributable periods and cooperate with lawful reporting and inquiries. Records and ownership descriptions are evidence, not an IRS determination.

## Execution

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written above.

### Majority Cofounder

Signature: ________________________________

Name: [REQUIRED: NAME OF COFOUNDER 1]

Date: ____________________

### Minority Cofounder

Signature: ________________________________

Name: [REQUIRED: NAME OF COFOUNDER 2]

Date: ____________________

### Additional LLC Member (only if unanimously admitted)

Signature: ________________________________

Name: [REQUIRED: NAME OF ADDITIONAL LLC MEMBER]

Date: ____________________

## Schedule A — Members, Contributions, and Equity

Complete one record for every Member. Add records only in accordance with Clause 11 and the required approvals.

### Member record — repeat for each Member

Name and notice address: [REQUIRED: NAME, ADDRESS, AND EMAIL]. Capacity: [SELECT ONE: ORIGINAL MAJORITY COFOUNDER / ORIGINAL MINORITY COFOUNDER / ADDITIONAL LLC MEMBER].

Membership Interest: [REQUIRED: PERCENTAGE]. Total of all Member records must equal 100%.

Contribution: [REQUIRED: CASH, PROPERTY, OR SERVICES; AMOUNT OR DESCRIPTION; RECIPIENT ENTITY; COMMERCIAL VALUE; ACTUAL DATE; SUPPORTING DOCUMENT]. Record the tax basis and valuation support separately in Schedule D.

Background IP and third-party restrictions: [REQUIRED: LIST WITH OWNERSHIP AND LICENSE DOCUMENTS, OR “NONE”]. Venture IP assignment: [REQUIRED: COMPANY ASSIGNMENT DOCUMENT AND DATE, OR PRE-FORMATION COMPLETION RESPONSIBILITY].

Vesting election: [SELECT ONE: NO VESTING / VESTING UNDER THE FOLLOWING COMPLETED TERMS]. If selected: [REQUIRED: INTEREST SUBJECT TO VESTING, COMMENCEMENT, CLIFF, PERIODIC SCHEDULE, ACCELERATION, REPURCHASE TERMS, CONSIDERATION, AND ISSUANCE DOCUMENT]. Do not leave suggested terms as an operative election.

Authorized separate economics, if any: [REQUIRED: “NONE” OR TERMS AND UNANIMOUS APPROVAL REFERENCE].

### Background-IP record — repeat for each item

Inventory status: [SELECT ONE: NO BACKGROUND IP OR THIRD-PARTY MATERIAL AFTER REVIEW / ITEMS LISTED IN ATTACHED INVENTORY]. Item and actual owner: [REQUIRED: DETAILS OR NOT APPLICABLE]. Existing rights, restrictions, and contribution/assignment exclusions: [REQUIRED: DETAILS OR NOT APPLICABLE]. Company license and continuity terms under Clause 14.2: [REQUIRED: EXECUTED DOCUMENT, PARTIES, DATE, RIGHTS, AND RESTRICTIONS OR NOT APPLICABLE]. Contributor assignments and dependency register: [REQUIRED: REFERENCES]. No affiliate-owned property may be represented as personally owned without evidence.

### Optional award record — repeat only for an approved milestone award

Award selection: [SELECT ONE: NO MILESTONE AWARDS / COMPLETED AWARD RECORDS ATTACHED]. Base founder interest remains separately identified above. Each selected award requires every applicable field and implementing approvals; an unexplained blank is incomplete.

Instrument, issuer, recipient, fixed maximum quantity and denominator: [REQUIRED: DETAILS]. Achievement versus later service vesting, distributions, repurchase/expiration terms and denominator effects: [REQUIRED: COMPLETE TERMS]. Criteria, fixed scope, evidence, acceptance reviewer, submission deadline and response period: [REQUIRED: DETAILS].

Company funding/staffing commitments and accountable owners: [REQUIRED: DETAILS OR EXPLICIT NONE]. External dependencies and responsible parties: [REQUIRED: DETAILS OR EXPLICIT NONE]. Delay treatment: [SELECT ONE: DEFINED TOLLING/EXTENSION / NO CONTRACTUAL EXTENSION]. If extension selected: [REQUIRED: TRIGGERS, NOTICE, DURATION, LONGSTOP AND EVIDENCE]. If no extension selected, specify allocated dependency risk and acknowledgments: [REQUIRED: DETAILS].

Partial achievement: [SELECT ONE: DEFINED PROPORTIONAL CREDIT / ALL-OR-NOTHING]. Selected calculation and consequences: [REQUIRED: DETAILS]. Termination, Good Reason if used, death, disability, acquisition and successor treatment: [REQUIRED: COMPLETE TERMS FOR EACH EVENT, INCLUDING NO ADDITIONAL BENEFIT WHERE SELECTED]. These choices do not authorize removal prohibited by Clause 10.2 or amend vested rights by implication.

Independent acceptance expert qualifications, fees and referral contacts: [REQUIRED: DETAILS]. Apply Clause 6.8, including its appointment fallback and limits. Issuer document, Member/issuer approvals and tax-ownership review: [REQUIRED: REFERENCES AND ACTUAL DATES].

### Acceleration and buyout selections

Acceleration: [SELECT ONE: NONE / COMPLETED TERMS ATTACHED]. If selected, identify each affected interest, trigger, percentage, service condition, timing and successor obligations: [REQUIRED: DETAILS]. Identify the applicable terms separately for base interests and milestone awards.

Buyout payment terms: [REQUIRED: COMPLETE THE PAYMENT TERMS IN CLAUSES 13 AND 16, INCLUDING TIMING, INSTALLMENTS IF RETAINED, AND ANY INTEREST OR SECURITY TERMS]. Preserve the valuation floor and tax review. Any departure from the operative buyout terms requires an express amendment under Clause 17; a schedule entry alone does not silently override them.

## Schedule B — Reserved Matters

The following require **Unanimous Consent** unless marked `[SM]`, in which case they require **Supermajority Consent including the written consent of the Minority Cofounder**.

Where multiple approval provisions apply, all must be satisfied; a lesser threshold does not override an affected Member’s protected consent. Clause 12.4 is an express exception allowing a qualifying drag at its stated threshold and safeguards, including Clause 12.7; it does not authorize amendment of protected rights. Clause 16 does not supply missing approval by expert determination.

### Part 1 — Matters of the LLC

1. Any amendment to this Agreement, Schedule A, or this Schedule B. For the avoidance of doubt, no amendment affecting Clause 6 (equity protection), Clause 9.4 (Minority Cofounder board seat), Clause 12 (transfers), Clause 16 (deadlock), or any Member's information rights or board nomination rights shall be effective without the written consent of the Minority Cofounder.
2. Any change to any Member's Membership Interest, profit share, distribution rights, or voting/consent rights.
3. Issuance of any new Membership Interest or instrument convertible into one; admission of any new Member or investor to the LLC.
4. Repurchase, redemption, cancellation, or forfeiture of any Membership Interest.
5. Sale, merger, reorganization, or dissolution of the LLC, or sale/exclusive license of all or substantially all assets or IP held by the LLC.
6. Removal of a Member from their role, or appointment/removal of a Member responsible for statutory filings.
7. Any transaction between the LLC and a Member, their family member, or their affiliate (related-party transactions). `[SM]`
8. Any compensation, salary, drawing, or fee paid to a Member by the LLC. `[SM]`
9. Incurring indebtedness or giving guarantees above [REQUIRED: AMOUNT] in aggregate. `[SM]`
10. Annual budget and business plan, and any material deviation from them. `[SM]`
11. Material change to the nature or geographic scope of the business. `[SM]`
12. Commencing or settling litigation above [REQUIRED: AMOUNT]. `[SM]`
13. Declaring distributions outside the agreed distribution policy. `[SM]`
14. Changing the LLC’s name or financial year. `[SM]`
15. Changing its formation jurisdiction, tax classification, tax preparer, or partnership representative; material tax elections, elective entity-level taxes, and audit settlements under Clause 21.
16. Approving separate venture economics for an Original Cofounder or any exception under Clause 6.6.
17. Distributing underlying securities under Clause 12.8; changing the tax-advance methodology; establishing or materially increasing reserves under Clause 7.4.
18. Expanding the holding purpose, taking operating guarantees, or holding operating IP under Clauses 4.3 and 14.

### Part 2 — Exercise of Group Entity Securities

Per Clause 9.3, the LLC shall not vote, consent, waive, or otherwise act (or deliberately omit to act) in respect of Group Entity Securities on any of the following without the consent indicated:

1. Voting for, consenting to, or waiving rights in respect of any amendment to the certificate of incorporation or bylaws of the Company (or equivalent documents of any Group Entity).
2. Approving any issuance of shares, options, warrants, or convertible securities by a Group Entity, including any venture financing, other than issuances already approved under this Schedule. `[SM]`
3. Creating or expanding any employee option/equity incentive pool of a Group Entity. `[SM]`
4. Electing, removing, or replacing directors of a Group Entity, except as required to give effect to the nomination rights in Clause 9.4.
5. Approving any merger, consolidation, sale of all or substantially all assets, dissolution, liquidation, or recapitalization of a Group Entity.
6. Selling, transferring, pledging, or otherwise disposing of any Group Entity Securities held by the LLC (subject to Clauses 9.6 and 12).
7. Approving any transaction between a Group Entity and a Member, their family member, or their affiliate. `[SM]`
8. Approving compensation of any Member by a Group Entity beyond an arm's-length package previously approved under this Schedule. `[SM]`
9. Consenting to a Group Entity incurring indebtedness or giving guarantees above [REQUIRED: AMOUNT] in aggregate. `[SM]`
10. Waiving pre-emptive, anti-dilution, information, or registration rights held by the LLC in any Group Entity. `[SM]` No such waiver may reduce a protected Member right without that Member’s written consent.
11. Changing Company tax classification or approving a material restructuring, redemption, asset/IP transfer, or separate Original Cofounder economics covered by Clauses 6.6, 12, or 21.
12. Material changes to Company business activities or passive holdings identified by Clause 21.4. `[SM]`

## Schedule C — Roles and Statutory Responsibilities

### Responsibility record — repeat for each Member

Member: [REQUIRED: NAME]. Role/title: [REQUIRED: COMPANY AND LLC ROLES, DISTINGUISHING OPERATING WORK FROM HOLDING-VEHICLE ADMINISTRATION]. Time commitment: [REQUIRED: COMMITMENT].

Statutory filings assigned: [REQUIRED: ENTITY, FILING, RESPONSIBLE PERSON, AND DEADLINE REGISTER]. Backup contact: [REQUIRED: NAME AND CONTACT].

Service agreement and responsible entity: [REQUIRED: PARTIES, DOCUMENT AND DATE]. Reporting, delegated spending/hiring authority and approval limits: [REQUIRED: DETAILS]. Availability and approved absence arrangements: [REQUIRED: DETAILS].

Compensation: [SELECT ONE: CASH COMPENSATION / DEFERRED COMPENSATION / NO CASH COMPENSATION]. Amount or formula, commencement, payment dates, responsible entity, and any funding conditions: [REQUIRED: DETAILS]. For deferred or no cash compensation, document lawful basis and mandatory-law review: [REQUIRED: DETAILS OR NOT APPLICABLE]. Benefits and expense reimbursement: [REQUIRED: TERMS OR EXPLICIT NONE WHERE LAWFUL]. Required resources, budgets and dependency owners: [REQUIRED: DETAILS OR EXPLICIT NONE].

Permitted outside activities and conflict safeguards: [REQUIRED: LIST OR EXPLICIT NONE]. Approval process for changes, objective conflict criteria and response period: [REQUIRED: DETAILS]. Disclosure does not authorize misuse of Company assets or conflicts barred by law.

Severance: [SELECT ONE: NO ADDITIONAL CONTRACTUAL SEVERANCE / COMPLETED TERMS ATTACHED]. If selected: [REQUIRED: TRIGGERS, AMOUNTS, CONDITIONS, PAYMENT DATES AND RESPONSIBLE ENTITY]. Record agreed acceleration in Schedule A. Do not treat a blank as a waiver of statutory rights.

### Shared tax administration

Tax Coordinator: [REQUIRED: MEMBER NAME]. Independent tax preparer: [REQUIRED: FIRM, CONTACT, AND ENGAGEMENT REFERENCE]. Legal/tax counsel: [REQUIRED: CONTACTS]. Initial Company issuance target and preissuance review date: [REQUIRED: DATES].

Personal-election responsibility register: [REQUIRED: FOR EACH TRANSFER, TAXPAYER, PROPERTY, TRANSFER DATE, POTENTIAL ELECTION, DEADLINE, ADVICE DATE, FILING RESPONSIBILITY, REQUIRED COPIES, AND PROOF LOCATION]. Record an advised decision not to elect; do not treat a blank as proof of compliance.

## Schedule D — Tax Ownership and Governance Evidence

This schedule is an administrative record subject to Clause 17.4. It does not create stock, certify QSBS, amend economic rights, or establish a holding period by declaration. Attach supporting records and preserve earlier versions.

### D.1 Entity and implementation file

LLC and Company legal names, formation dates, jurisdictions, tax classifications, tax years, and supporting records: [REQUIRED: DETAILS].

Corporate protections: [REQUIRED: CHARTER, BYLAWS, STOCKHOLDERS’ AND VOTING AGREEMENTS, BOARD NOMINATION, INFORMATION RIGHTS, TRANSFER TERMS, JOINDERS, AND APPROVAL REFERENCES]. Record each protected right, its implementing instrument, and any identified gap; unresolved gaps must be addressed before the relevant issuance under Clause 9.7.

Partnership representative and audit contacts: [REQUIRED: DETAILS]. Material election decisions, including Section 754 and state elective entity taxes: [REQUIRED: DECISION OR “NOT APPLICABLE,” ADVICE, AND APPROVAL REFERENCES].

Closing and interim arrangements: [REQUIRED: STEP, RESPONSIBLE PERSON/ENTITY, TARGET DATE, PREREQUISITE, APPROVAL AND COMPLETION EVIDENCE]. Include formation, actual member ownership, Company authorization, consideration, issuances, IP licenses/assignments, ledgers, elections and filing evidence. Interim work or asset transfer: [SELECT ONE: NONE BEFORE COMPLETION / EXECUTED INTERIM ARRANGEMENT]. If selected, attach the Clause 5.4 terms and responsible entity signatures: [REQUIRED: REFERENCE].

Companion instruments and amendments: [REQUIRED: SERVICE, EQUITY, IP AND INTERIM DOCUMENTS; SIGNATORIES; APPROVED PRECEDENCE AND ANY CLAUSE 17 AMENDMENT]. Existing-business assets: [REQUIRED: NONE OR TITLE, TRANSFER/LICENSE, CONSENTS, ENCUMBRANCES, CONSIDERATION AND ASSUMED OBLIGATIONS].

### D.2 Corporate stock-lot record — repeat for each issuance/acquisition

Issuer, class, share quantity, certificate/ledger reference, issue date, acquisition date, recipient, and actual consideration: [REQUIRED: DETAILS]. Original issue or other acquisition: [REQUIRED: IDENTIFY AND ATTACH ISSUANCE DOCUMENTS].

LLC book and tax basis, contributed-property fair market value where relevant, valuation support, and basis adjustments: [REQUIRED: DETAILS AND RECORD REFERENCES].

Members and their economic interests at the LLC’s acquisition: [REQUIRED: NAME, PERCENTAGE/RIGHTS, TAX OWNERSHIP DATE, AND SUPPORT]. Vesting/partner-status analysis and election evidence: [REQUIRED: DETAILS]. Subsequent changes must not overwrite this acquisition snapshot.

QSBS review: [REQUIRED: ELIGIBLE / UNCERTAIN / NOT INTENDED, WITH ADVISER’S BASIS, LIMITATIONS, AND DATE]. Issuer gross-assets calculations, predecessor/controlled-group analysis, active-business records, redemptions, and supporting Company information: [REQUIRED: REFERENCES].

Holding-period analysis and potential milestone dates: [REQUIRED: ADVISER’S CALCULATION]. Relevant prior exclusions and Member-specific assumptions: [REQUIRED: PREPARER’S CONFIDENTIAL FILE REFERENCE AND NECESSARY SUMMARY].

Transfers, conversions, distributions, repurchases, or dispositions: [REQUIRED: “NONE” OR DATE, TRANSACTION, OWNERSHIP EFFECT, TAX REVIEW, AND APPROVAL].

### D.3 Annual and transaction register

Annual review date, responsible person, Company cooperation, identified gaps, and follow-up: [REQUIRED: DETAILS].

Common tax-advance calculation: [REQUIRED: INCOME CATEGORIES, FEDERAL/CALIFORNIA ASSUMPTIONS, RATES, QSBS SUPPORT, PRIOR DISTRIBUTIONS, RESERVES, AMOUNTS PAID, WITHHOLDING, AND RECONCILIATION].

Transaction review: [REQUIRED: PROPOSAL, STRUCTURE COMPARISON, AFFECTED MEMBERS, TIMING, PROFESSIONAL ADVICE, CONSENTS, AND OUTCOME, OR “NONE”].

## Adaptation notice

> Based on the Awake Cofounder Agreement Template, version 2.0 Review Draft, adapted from version 1.0 published by cofounder.community. Copyright © 2026 Amit Rathore. Licensed under CC BY 4.0. Modified by [REQUIRED: NAME] on [REQUIRED: DATE]. Classification: [SELECT ONE: UNMODIFIED / COMMERCIAL DETAILS ONLY / SUBSTANTIVELY MODIFIED / HEAVILY ADAPTED]. cofounder.community, AwakeVC, and the original contributors have not reviewed or endorsed this adaptation.